<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1997, OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO
______________.
Commission file number 1-14120
BLONDER TONGUE LABORATORIES, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
52-1611421
------------------------------------
(I.R.S. Employer Identification No.)
One Jake Brown Road, Old Bridge, New Jersey 08857
------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 679-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
--- ---
Number of shares of common stock, par value $.001, outstanding as of May 9,
1997: 8,229,317.
The Exhibit Index appears on page 10.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(In thousands)
<TABLE>
<CAPTION>
March 31, Dec. 31,
1997 1996
--------- -------
(unaudited)
<S> <C> <C>
Assets (Note 4)
Current assets:
Cash and cash equivalents .................................................................... $ 2,249 $ 1,340
Accounts receivable, net of allowance for doubtful
accounts of $310 and $280, respectively .................................................... 9,759 8,987
Inventories (Note 3) ......................................................................... 15,776 16,028
Other current assets ......................................................................... 476 403
Deferred income taxes ........................................................................ 671 534
------- -------
Total current assets ............................................................. 28,931 27,292
Property, plant and equipment, net of accumulated
depreciation and amortization .............................................................. 7,056 7,161
Other assets ................................................................................... 1,682 1,712
------- -------
$37,669 $36,165
======= =======
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt ............................................................ $ 451 $ 445
Accounts payable ............................................................................. 2,031 1,627
Accrued compensation ......................................................................... 1,439 993
Other accrued expenses ....................................................................... 679 589
Income taxes ................................................................................. 1,244 623
------- -------
Total current liabilities ........................................................ 5,844 4,277
------- -------
Deferred income taxes .......................................................................... 438 410
Revolving line of credit (Note 4) .............................................................. -- 1,176
Long-term debt, including related party debt of $1,591 at March 31, 1997 and
December 31, 1996 ............................................................................ 4,635 4,726
Commitments and contingencies (Note 5) ......................................................... -- --
Stockholders' equity:
Preferred stock, $.001 par value; authorized 5,000,000 shares;
no shares outstanding ...................................................................... -- --
Common stock, $.001 par value; authorized 25,000,000 shares,
8,211,608 shares issued and outstanding at March 31, 1997 and
8,193,509 shares issued and outstanding at December 31, 1996 ............................... 8 8
Paid-in capital .............................................................................. 21,545 21,499
Retained earnings ............................................................................ 5,199 4,069
------- -------
Total stockholders' equity ....................................................... 26,752 25,576
------- -------
$37,669 $36,165
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share amounts)
(unaudited)
Three Months Ended March 31,
---------------------------
1997 1996
-------- --------
Net sales ...................................... $ 14,041 $ 11,572
Cost of goods sold ............................. 9,296 7,615
-------- --------
Gross profit ............................... 4,745 3,957
-------- --------
Operating expenses:
Selling expenses ........................... 1,131 1,215
General and administrative ................. 1,124 1,070
Research and development ................... 518 523
-------- --------
2,773 2,808
-------- --------
Earnings from operations ....................... 1,972 1,149
-------- --------
Other income (expense):
Interest expense ........................... (101) (165)
Interest income ............................ 12 --
-------- --------
(89) (165)
-------- --------
Earnings before income taxes ................... 1,883 984
Provision for income taxes ..................... 753 394
-------- --------
Net earnings ............................... $ 1,130 $ 590
======== ========
Net earnings per share ......................... $ 0.14 $ 0.07
======== ========
Weighted average shares outstanding ............ 8,310 8,266
======== ========
See accompanying notes to consolidated financial statements.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)
<TABLE>
<CAPTION>
Three Months Ended
March 31,
----------------------------
1997 1996
------- -------
<S> <C> <C>
Cash Flows From Operating Activities:
Net earnings ........................................................................... $ 1,130 $ 590
Adjustments to reconcile net earnings to cash
provided by (used in) operating activities:
Depreciation and amortization .................................................... 264 281
Provision for doubtful accounts .................................................. 30 (33)
Deferred income taxes ............................................................ (109) (101)
Changes in operating assets and liabilities:
Accounts receivable ........................................................... (802) (1,135)
Inventories ................................................................... 252 (2,556)
Other current assets .......................................................... (74) 515
Other assets .................................................................. 116 54
Income taxes .................................................................. 621 (57)
Accounts payable and accrued expenses ......................................... 940 (1,148)
------- -------
Net cash provided by (used in) operating activities ........................ 2,368 (3,590)
------- -------
Cash Flows From Investing Activities:
Capital expenditures ................................................................... (81) (535)
Acquisitions of licenses ............................................................... (163) --
------- -------
Net cash used in investing activities ......................................... (244) (535)
------- -------
Cash Flows From Financing Activities:
Net borrowings under revolving line of credit .......................................... (1,176) 1,735
Proceeds from long-term debt ........................................................... 26 412
Repayments of long-term debt ........................................................... (111) (108)
Proceeds from sale of common stock ..................................................... -- 1,606
Proceeds from exercise of stock options ................................................ 46 82
------- -------
Net cash (used in) provided by financing activities ........................... (1,215) 3,727
------- -------
Net Increase (Decrease) In Cash .......................................................... 909 (398)
Cash, beginning of period ................................................................ 1,340 477
------- -------
Cash, end of period ...................................................................... $ 2,249 $ 79
======= =======
Supplemental Cash Flow Information:
Cash paid for interest ................................................................. $ 107 $ 154
Cash paid for income taxes ............................................................. 241 305
======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
Note 1 - Company and Basis of Presentation
Blonder Tongue Laboratories, Inc. (the "Company") is a manufacturer of
television and satellite signal distribution equipment supplied to the private
cable television and broadcast industries. The consolidated financial statements
include the accounts of Blonder Tongue Laboratories, Inc. and subsidiaries.
Significant intercompany accounts and transactions have been eliminated in
consolidation.
The results for the first quarter of 1997 are not necessarily indicative
of the results to be expected for the full fiscal year and have not been
audited. In the opinion of management, the accompanying unaudited consolidated
financial statements contain all adjustments, consisting only of normal
recurring accruals, necessary for a fair statement of the results of operations
for the period presented and the consolidated balance sheet at March 31, 1997.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the SEC rules and regulations. These
financial statements should be read in conjunction with the financial statements
and notes thereto that were included in the Company's latest annual report on
Form 10-K.
Note 2 - Effect of New Accounting Pronouncement
In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." In
accordance with this statement, basic earnings per share are based on the
weighted average shares outstanding during the period and diluted earnings per
share are based on the weighted average number of common shares and all dilutive
potential common shares that were outstanding during the period. In addition,
prior period financial statements have to be restated to reflect the change in
accounting principle. Effective December 15, 1997, the Company will adopt this
statement. The effect of the adoption will not have a material impact on the
Company's net earnings per share.
Note 3 - Inventories
Inventories are summarized as follows:
March 31, Dec. 31,
1997 1996
------- -------
Raw Materials.......................................... $ 7,023 $ 7,746
Work in process........................................ 2,706 2,451
Finished Goods......................................... 6,047 5,831
------- -------
$15,776 $16,028
======= =======
Note 4 - Line of Credit
The Company has a $15 million line of credit with a bank on which funds
may be borrowed at the bank's prime rate (8.50% at March 31, 1997) or at LIBOR
plus .95% (6.64% at March 31, 1997) for a specified period of time at the
election of the Company. As of March 31, 1997, the Company had no balance
outstanding under the line of credit. The line of credit is collateralized by a
security interest in all of the Company's assets. The agreement contains
restrictions that require the Company to maintain certain financial ratios. In
addition, the Company has a $10 million acquisition loan commitment which may be
tendered to the bank to finance acquisitions in accordance with certain terms.
At March 31, 1997, there was no balance outstanding under the acquisition loan
commitment. The line of credit and the acquisition loan commitment expire on
June 30, 1998.
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<PAGE>
BLONDER TONGUE LABORATORIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts)
(unaudited)
Note 5 - Commitments and Contingencies
On October 18, 1996, the Company was served with a complaint in a
lawsuit filed by Scientific-Atlanta, Inc., in the United States District Court
for the Northern District of Georgia, alleging patent infringement by the
Company's VideoMask(Trademark) interdiction product. The complaint requests an
unspecified amount of damages and injunctive relief. On November 13, 1996, a
procedural default (unrelated to the merits of the case) was entered against the
Company due to the late filing of the Company's answer. Motions have been made
and briefed regarding the setting aside of that entry and the Company is
presently awaiting the Court's ruling. The Company's outside patent counsel has
advised the Company that the equities of the case, public policy and multiple
meritorious defenses weigh in favor of setting the entry aside. Although the
outcome of any litigation cannot be predicted with certainty, the Company
believes the complaint is without merit and that the ultimate disposition of
this matter will not have a material effect on the Company's business.
Accordingly, no provision for this matter has been recorded in the financial
statements.
ITEM 1. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
First three months of 1997 Compared with first three months of 1996
Net Sales. Net sales increased $2,469,000, or 21.3%, to $14,041,000 in
the first three months of 1997 from $11,572,000 in the first three months of
1996. International sales accounted for $366,000 (2.6% of total sales) for the
first three months of 1997 compared to $789,000 (6.8% of total sales) for the
first three months of 1996. Net sales did not include any milestone billings
under the Company's agreement with Pacific Bell for the first three months of
1997 compared to $300,000 for the first three months of 1996.
The increase in sales is primarily attributed to an increase in demand
for products in the MDU market and the continued growth in the Lodging market.
In addition, the significant increase in sales of VideoMask(Trademark)
interdiction equipment also had a favorable impact. Net sales included
approximately $1,526,000 of VideoMask(Trademark) interdiction equipment for the
first three months of 1997 compared to approximately $270,000 for the first
three months of 1996.
Cost of Goods Sold. Cost of goods sold increased to $9,296,000 for the
first three months of 1997 from $7,615,000 for the first three months of 1996
and also increased as a percentage of sales to 66.2% from 65.8%. The increase
was caused primarily by a higher proportion of sales during the period being
comprised of lower margin products.
Selling Expenses. Selling expenses decreased to $1,131,000 for the first
three months of 1997 from $1,215,000 in the first three months of 1996,
primarily due to a reduction in costs incurred for trade shows and a decrease in
expenses related to BTI as a result of the closure of this office in 1996. These
decreases were offset by an increase in marketing materials.
General and Administrative Expenses. General and administrative expenses
increased to $1,124,000 for the first three months of 1997 from $1,070,000 for
the first three months of 1996 but decreased as a percentage of sales to 8% for
the first three months of 1997 from 9.2% for the first three months of 1996. The
$54,000 increase can be attributed to an increase in executive compensation as a
result of the termination of the 1989 Bonus Plan, along with an accrual for
executive bonuses under the newly adopted executive officer bonus plan offset by
a reduction in expenditures for professional services.
Research and Development Expenses. Research and development expenses
decreased to $518,000 in the first three months of 1997 from $523,000 in the
first three months of 1996, primarily due to a decrease in
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<PAGE>
consulting services that were incurred with respect to the VideoMask(Trademark)
product line in 1996 offset by an increase in wages related to the hiring of
personnel with higher qualifications. Research and development expenses also
decreased as a percentage of sales to 3.7% from 4.5% and the Company anticipates
continuing to increase its research and development expenditures.
Operating Income. Operating income increased 72% to $1,972,000 for the
first three months of 1997 from $1,149,000 for the first three months of 1996.
Operating income as a percentage of sales increased to 14% in the first three
months of 1997 from 9.9% in the first three months of 1996.
Interest and Other Expenses. Other expense, decreased to $89,000 in the
first three months of 1997 from $165,000 in the first three months of 1996.
These expenses in the first three months of 1997 consisted of interest expense
in the amount of $101,000 offset by $12,000 of interest income. These expenses
in the first three months of 1996 consisted of interest expense in the amount of
$165,000.
Income Taxes. The provision for income taxes for the first three months
of 1997 increased to $753,000 from $394,000 for the first three months of 1996
as a result of increased taxable income.
Liquidity and Capital Resources
The Company's net cash provided by operating activities for the
three-month period ended March 31, 1997 was $2,368,000, compared to cash used in
operating activities for the three-month period ended March 31, 1996, which was
$3,590,000. Cash flows from operating activities have been positive, due
primarily to an increase in net earnings of $540,000, a decrease in inventory,
an increase in accounts payable and accrued expenses and an increase in income
taxes payable, offset by an increase in accounts receivable.
Cash used in investing activities was $244,000, of which $163,000 was
utilized for fees associated with certain license agreements and $81,000 was
attributable to capital expenditures for new equipment. The Company anticipates
additional capital expenditures during calendar year 1997 aggregating,
approximately $1,400,000, which will be used for the purchase of automated
assembly and test equipment. The Company does not have any present plans or
commitments for material capital expenditures for fiscal year 1998.
Cash used in financing activities was $1,215,000 for the first three
months of 1997, comprised primarily of $1,176,000 of payments on the line of
credit.
The Company has a $15 million line of credit with a bank on which funds
may be borrowed at the bank's prime rate (8.50% at March 31, 1997) or at LIBOR
plus .95% (6.64% at March 31, 1997) for a specified period of time at the
election of the Company. As of March 31, 1997, the Company had no balance
outstanding under the line of credit. The line of credit is collateralized by a
security interest in all of the Company's assets. The agreement contains
restrictions that require the Company to maintain certain financial ratios. In
addition, the Company has a $10 million acquisition loan commitment which may be
tendered to the bank to finance acquisitions in accordance with certain terms.
At March 31, 1997, there was no balance outstanding under the acquisition loan
commitment. The line of credit and the acquisition loan commitment expire on
June 30, 1998.
The Company currently anticipates that the cash generated from
operations, existing cash balances and amounts available under its existing line
of credit, will be sufficient to satisfy its foreseeable working capital needs.
Historically, the Company has satisfied its cash requirements primarily from net
cash provided by operating activities and from borrowings under its line of
credit.
-7-
<PAGE>
New Accounting Pronouncement
In February 1997, the FASB issued SFAS No. 128 "Earnings Per Share." In
accordance with this statement, basic earnings per share are based on the
weighted average shares outstanding during the period and diluted earnings per
share are based on the weighted average number of common shares and all dilutive
potential common shares that were outstanding during the period. In addition,
prior period financial statements have to be restated to reflect the change in
accounting principle. Effective December 15, 1997, the Company will adopt this
statement. The effect of the adoption will not have a material impact on the
Company's net earnings per share.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
On October 18, 1996, the Company was served with a complaint in a patent
infringement lawsuit filed by Scientific-Atlanta, Inc. This lawsuit is more
fully discussed in the Company's Annual Report on Form 10-K for the year ended
December 31, 1996.
ITEM 2. CHANGES IN SECURITIES
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to a vote of security holders during the first
quarter ended March 31, 1997 through the solicitation of proxies or otherwise.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The exhibits are listed in the Exhibit Index appearing at page 10
herein.
(b) No reports on Form 8-K were filed in the quarter ended March 31, 1997.
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<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
BLONDER TONGUE LABORATORIES, INC.
Date: May 13, 1997 By: /s/ JAMES A. LUKSCH
---------------------
James A. Luksch
President and Chief Executive Officer
By: /s/ PETER PUGIELLI
---------------------
Peter Pugielli, Senior Vice President - Finance
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit # Description Sequential Page Number
--------- ----------- ----------------------
<S> <C> <C>
3.1 Restated Certificate of Incorporation of Blonder Incorporated by reference from Exhibit
Tongue Laboratories, Inc. 3.1 to S-1 Registration Statement No. 33-
98070 originally filed October 12, 1995,
as amended.
3.2 Restated Bylaws of Blonder Tongue Laboratories, Incorporated by reference from Exhibit
Inc. 3.2 to S-1 Registration Statement No. 33-
98070 originally filed October 12, 1995,
as amended.
10.3 Executive Officer Bonus Plan Filed on Page 11 herein.
10.5(a) First Amendment to 1995 Long Term Incentive Filed on Page 13 herein.
Plan
27 Financial Data Schedule Electronic Filing only.
</TABLE>
- ----------
-10-
<PAGE>
Exhibit 10.3
As adopted by the Board of Directors on February 10, 1997
BLONDER TONGUE LABORATORIES, INC.
EXECUTIVE OFFICER BONUS PLAN
Section 1. Definitions.
For purposes of this Blonder Tongue Laboratories, Inc. Executive Officer
Bonus Plan (the "Plan"), the following terms have the meanings indicated unless
a different meaning is clearly required by the context.
1.1 "Board of Directors" means the board of directors of the Company.
1.2 "Code" means the Internal Revenue Code of 1986, as amended. Reference to
a specific provision of the Code shall include such provision, any valid
regulation or ruling promulgated thereunder and any comparable provision of
future law that amends, supplements or supersedes such provision.
1.3 "Committee" means the Compensation Committee of the Board of Directors.
1.4 "Company" means Blonder Tongue Laboratories, Inc.
1.5 "Executive Officer" has the meaning set forth in Rule 3b-7 promulgated
under the Securities Exchange Act of 1934, as amended.
1.6 "Fiscal Year" means the fiscal year of the Company.
1.7 "Participant" means an individual who participates in the Plan pursuant
to Section 3.1.
Section 2. Purpose.
The purpose of the Plan is to provide performance incentives to Executive
Officers of the Company who contribute materially to the success of the Company
in a manner which recognizes individual contribution, encourages teamwork
throughout the Company and enables the Company to attract and retain the
executive personnel required for its continued growth and profitability.
Section 3. Participation.
3.1 Prior to the ninety-first (91st) day of each Fiscal Year, the Committee
shall designate, from among the individuals who are Executive Officers of the
Company on the first day of such Year, the individuals who shall be Participants
in the Plan for such Fiscal Year. An individual who becomes an Executive Officer
during a Fiscal Year by virtue of being hired or promoted may be designated a
Participant.
3.2 An individual who is a Participant in the Plan for a Fiscal Year shall
not participate for such Year in the Company's regular annual bonus program.
3.3 No individual shall have any claim or right to be a Participant in this
Plan, and any individual's participation in this Plan may be terminated at any
time without notice, cause or regard for past practices. Neither this Plan nor
any action under this Plan shall confer on any individual any right to be
retained in the employ of the Company or any subsidiary.
Section 4. Performance Goals.
4.1 Prior to the ninety-first (91st) day of each Fiscal Year, the Committee
shall establish one or more objective performance goals for each Participant for
such Year. In the case of an individual designated a Participant for a Fiscal
Year, on or after the ninety-first (91st) day thereof, the applicable period
shall be the remainder of the Fiscal Year and the performance goal or goals
shall be established no later than the day on which twenty-five (25%) percent of
such performance period has elapsed.
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4.2 Performance goals shall be expressed in terms of (a) one or more
corporate or divisional earnings-based measures (which may be based on net
income, operating income, cash flows, or any combination thereof) and/or (b) one
or more corporate or divisional sales-based measures. Each such goal may be
expressed on an absolute and/or relative basis, may employ comparisons with past
performance of the Company (including one or more divisions) and/or the current
or past performance of other companies, and in the case of earnings-based
measures, may employ comparisons to capital, shareholders' equity and shares
outstanding.
4.3 No performance goal shall be established hereunder unless, at the time of
establishment, the relevant outcome is substantially uncertain. Performance
goals need not be uniform among Participants.
4.4 The measures used in performance goals set under the Plan shall be
determined in accordance with generally accepted accounting principles ("GAAP")
and in a manner consistent with the methods used in the Company's regular
reports on Forms 10-K and 10-Q, without regard to the effect of changes in
accounting principles or of extraordinary items as determined by the Company's
independent public accountants in accordance with GAAP.
Section 5. Bonus Awards.
5.1 At the time that annual performance goals are established for
Participants, the Committee shall establish a maximum dollar bonus opportunity
for each Participant for the Fiscal Year (or remainder thereof) and a formula to
determine actual bonus payments based on the degree of achievement of the goal
or goals set for the Participant.
5.2 The annual bonus opportunity for a Participant shall in no event exceed
100% of the basic salary of the Participant (exclusive of all other compensation
of the Participant) as of the first day of the Fiscal Year for which such bonus
opportunity is being determined.
5.3 Bonuses to be paid under the Plan shall be determined following the close
of each Fiscal Year on the basis of the performance goals and bonus
opportunities established pursuant to Sections 4.1, 4.2 and 5.1; provided,
however, that the Committee shall have absolute discretion to reduce the bonus
that would otherwise be payable to any Participant on the basis of achievement
of the performance goals. Bonuses shall be paid to Participants in cash at such
time as bonuses are generally paid to Company officers; provided, however, that
no such payment shall be made until the Committee has certified in writing that
the performance goals and any other material terms have been satisfied. The
Company may establish a program enabling Participants to defer receipt of part
or all of the bonuses payable hereunder.
5.4 In the event of the termination of employment of a Participant during a
Fiscal Year other than by the Company for cause, the Committee shall have the
power in its discretion to award such Participant an equitably prorated portion
of the bonus (if any) which otherwise would have been payable to such
Participant after the close of such Fiscal Year.
5.5 The Company shall have the right to withhold from any bonus payment such
amount as the Company determines is necessary to satisfy applicable withholding
tax requirements.
Section 6. Administrative Provisions.
6.1 The Plan shall be administered by the Committee, which shall be comprised
solely of two or more members of the Board of Directors who are "Non-Employee
Directors" within the meaning of Rule 16b-3 of the Securities Exchange Act of
1934, as amended and who satisfy the requirements for an "outside director" set
forth in applicable regulations under section 162(m) of the Code. The Committee
shall have sole responsibility for administration and interpretation of the Plan
and may in its discretion make all determinations and take all actions it deems
necessary or advisable for operation of the Plan.
6.2 The Plan was adopted by the Board of Directors on February 10, 1997 and
shall take effect beginning with the Fiscal Year of the Company starting January
1, 1997. The Board of Directors may at any time amend the Plan in any fashion or
terminate the Plan.
6.3 The Plan shall be governed by and construed in accordance with the laws
of the State of New Jersey without regard to principles of choice of laws.
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<PAGE>
Exhibit 10.5(a)
FIRST AMENDMENT TO
BLONDER TONGUE LABORATORIES, INC.
1995 LONG TERM INCENTIVE PLAN
The Blonder Tongue Laboratories, Inc. 1995 Long Term Incentive Plan (the
"Plan") is hereby amended as follows:
1. The words "disinterested persons" set forth in Section 1.3 of the Plan
shall be changed to "non-employee directors".
2. The first sentence of Section 3.1 of the Plan is hereby amended and
restated in its entirety as follows:
"Subject to adjustment pursuant to the provisions of Section 3.2
hereof, the number of shares of Stock of the Company which may be issued
and sold or awarded under the Plan shall not exceed 500,000 shares of
which shares issued and sold pursuant to Incentive Stock Options under
the Plan shall not exceed 475,000 and shares subject to restricted stock
awards may not exceed 25,000."
3. Ratification. Except as expressly set forth in this First Amendment to
the Plan, the Plan is hereby ratified and confirmed without
modification.
4. Effective Date. The effective date of this Amendment to the Plan shall
be February 10, 1997.
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<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
Exhibit 27
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BLONDER
TONGUE LABORATORIES, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENT OF EARNINGS
FOR THE THREE-MONTH PERIOD ENDED MARCH 31,1997 AND BALANCE SHEET AS AT MARCH 31,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 2,249
<SECURITIES> 0
<RECEIVABLES> 10,069
<ALLOWANCES> 310
<INVENTORY> 15,776
<CURRENT-ASSETS> 28,931
<PP&E> 9,176
<DEPRECIATION> 2,120
<TOTAL-ASSETS> 37,669
<CURRENT-LIABILITIES> 5,844
<BONDS> 0
0
0
<COMMON> 8
<OTHER-SE> 26,744
<TOTAL-LIABILITY-AND-EQUITY> 37,669
<SALES> 14,041
<TOTAL-REVENUES> 14,041
<CGS> 9,296
<TOTAL-COSTS> 9,296
<OTHER-EXPENSES> 2,743
<LOSS-PROVISION> 30
<INTEREST-EXPENSE> 101
<INCOME-PRETAX> 1,883
<INCOME-TAX> 753
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</TABLE>
